Origins
by wolfprincess18
Summary: In a time long before Madoka Kaname was even born there was a different insanely powerful magical girl. Her dream was to do something that nobody else could and to protect her one and only friend. Well, not everyone can fall into complete despair and become the ultimate evil for centuries to come. (Walpurgisnacht x OC)
1. It All Began With a Wish

A young girl about fifteen years old sat on a rickety wooden framed bed inside a brown tent with no furnishings. She had hair the color of freshly fallen snow that barely brushed her sharp chin. Her eyes were large and wide and as blue as the pure sky above. She had pale skin and thin lips. She stared down at her scuffed and dirty leather shoes. How she wished they were beautiful boots with heels that never wore out no matter how much they were used. She sighed and wiped her hands on her grimy and torn apron. It had been lacy once.

"Oi! Valerie!" A tall, lanky boy with many freckles and straw colored hair poked his head inside. "The royal family won't be a minute. Why don't cha bring 'em some water to refresh 'em from their long 'n hard journey?" he asked.

"Sure, David," Valerie replied, standing up. She brushed dirt off her apron to no real avail. An iron bucket filled with clear water sat next to the bed. She lifted it up into her thin arms and started more slowly toward the exit. David pushed back the curtain and she stumbled outside. The pathways between tents were congested with busy circus workers getting it ready for the royal family.

"Excuse me!" Valerie squeaked, squeezing between two burly men in red leotards.

"Sorry, Miss Valerie," said one of the men and he stepped out of her way.

"Thank you!" she replied before scurrying off to the winding road. The circus was nestled in a green valley between two large snow-peaked mountains. Finally she reached the edge of the circus and sank down onto the thick green grass. She pulled her knees to her chest and stared up at the blue sky.

_Is this the way my life is gonna turn out? Working at this circus until I die? And then nobody will remember me. I'll fade into insignificance. I won't have done anything important with my life and left behind no legacy. I doubt I'll even have children. I mean…who would want to marry me, anyway? I want to live on forever and do something important. I want to be remembered. I want to do something that nobody else can. I want to make a difference_, Valerie thought dejectedly. She sighed and looked toward the path. A golden carriage drawn by two beautiful, black horses came trundling toward her. Valerie shot upward and hoisted the bucket into her arms.

"Oh no…" she murmured to herself. She didn't have any cups to serve the water in. She would have kicked herself but that would mean spilling the water.

A small white, cat-like creature with pink eyes disappeared from the shadows and slipped through the many people toward Valerie's plain brown tent.

The carriage stopped in front of Valerie and two well dressed attendants in black jumped out. They opened the doors wide and two people dressed in gold and white stepped out. One was a muscular man with a chestnut colored beard and a long scarlet cape. The other was a woman with high cheekbones and thin eyes. She had an ever present frown like there was a constant supply of dung under her nose.

"Y-Your Majesties!" Valerie squeaked, falling into a clumsy curtsy that caused her to spill some of the water.

"Foolish servant girl," said the queen disdainfully.

"Don't say that," said a sweet voice from behind the pair. Valerie glanced upward and her cheeks turned bright pink. A young girl with beautiful caramel colored hair that fell in waves down her graceful back stepped out of the carriage. She had dark brown eyes that shone brightly and full lips. Her dress was pale pink with huge, puffy sleeves lined with lace. She stepped toward Valerie with a smile.

"Hello. My name is Princess Carmilla Archwood. What's your name?" she asked sweetly.

"V-V-Valerie B-Baker," stammered the white haired girl.

"Valerie? That's a very pretty name for a very pretty girl," replied Carmilla.

"I-I brought water but I don't have any cups," said Valerie embarrassedly with even redder cheeks.

"Thank you," Carmilla said. She took off her long, white gloves and placed them on the forearm of one of her attendants. She dipped her bare hands into the clear, cold water and took a sip from her cupped hands.

"CARMILLA!" gasped her mother.

"What?" asked the princess. She finished the rest of her water and straightened up. "I am parched and it is good water. What is wrong with that?" she asked.

"You are acting like a peasant!" reprimanded her father.

Carmilla took her gloves back from the attendant and slipped them on. She smiled at Valerie. "Thank you, Valerie. Perhaps we may get to know each other better while I am here," she said with a smile.

The white haired girl dropped into another bad curtsy. "I-if that is what you wish, Your Highness!"

"Oh, don't call me that. You may call me Carmilla," the princess replied.

"A-alright, Carmilla!"

It was dark outside by the time Valerie got back to her plain tent. It had been a very long day. The King was coming to collect taxes but also demanded the greatest hospitality and everyone had been rushing around to bring different things to the royal family. Carmilla had only made one request for a glass of water. Valerie sighed and let the tent flap close behind her.

"Hello, Valerie," said an unknown voice.

The blue eyed girl started and looked toward the source of the voice. A white cat like creature with bright pink eyes and a small smile was sitting on top of her bed. Valerie grabbed a small rock off the ground and held it up in a throwing position with shaking hands.

"What the Hell are you?!" she squeaked, desperately trying to sound more confident than she felt.

"My name is Kyubey! And if you make a contract with me I can turn you into a magical girl!" the creature said.

"A-a what?" Valerie asked with her brow furrowed.

"A magical girl! Magical girls are heroes who fight witches and protect the world!" Kyubey replied.

"W-witches? Like the ones that get burned on the stake?"

"No, the people that get burned on the stake are just regular humans. Witches are evil creatures that spread despair. They sow the seeds of rage, hatred, sorrow, and fear in the world. And it's up to magical girls to destroy them."

"But I can't be a magical girl even if I wanted to! I'm weak and I'm not very smart and nobody likes me," Valerie protested.

"That's where you're wrong. You have enormous potential to become a magical girl. There's not a single witch that you couldn't beat. I can't even begin to imagine how big the Soul Gem you'd create would be," said Kyubey.

Valerie looked down at her shoes and thought for a moment. In her pitiful fifteen year existence she had only made one friend. Only one person had ever been truly kind to her. And that meant so much. She looked back up and met Kyubey's eyes determinedly. "If I made a contract with you, would I be strong enough to protect Carmilla?" asked Valerie.

"Most definitely! If you want to make a contract with me all you have to do is make a wish! You get to wish for one thing, anything in all the world and it will come true!" Kyubey said energetically.

"And if I make a contract with you I have to fight these witch things right?" asked the white haired girl uncertainly.

"Yes. You are duty bound to fight witches for the rest of your life."

Valerie took a deep, shuddering breath. She closed her eyes for a second and then opened them with a new determination. "Alright. I have my wish."

Kyubey leapt off her bed and scurried so he was standing on the ground a few feet away from her. "Make your wish, Valerie."

"I wish…I wish to be able to protect my one and only friend, Carmilla!" Valerie exclaimed, her hands balled in fists. For a second nothing happened and then the tent was filled with a bright red light. Valerie gasped in pain and clutched at her heart. A huge red orb was slowly pulling itself from her chest. She threw back her head and dug her nails into the fabric around her heart. Scarlet light streamed up from around her and the orb freed itself from her heart. It hovered in the air above her expectantly.

"Take it now!" Kyubey shouted.

Valerie raised her shaking hands and clasped them tightly around the orb. The light became even brighter and the orb disappeared in a blinding flash. Valerie opened her trembling hands. Inside was a small red gem set in a golden bind. At the base was a small engraved gear.

"Congratulations, Valerie Baker. You are now a magical girl," Kyubey told her.

"A magical girl…"


	2. Witch Hunt

It had been about a day since Valerie had made a contract with Kyubey. She wasn't exactly sure how to go about hunting witches but she was sure that Kyubey would tell her when the time came. But for some reason, everything had seemed better and brighter. The grass seemed greener and the sky bluer. All of the circus workers had asked Valerie what she was so happy about.

Valerie sat on her bed swinging her legs one at a time and humming softly. Inside her cupped hand was her scarlet Soul Gem. It shone just as brightly as it had the day before. The crimson light cast beautiful dancing shadows on the roof of her tent. She ran her thumb gently across the golden gear engraved on the bottom. The flap of her tent rustled slightly and Kyubey slipped inside. He sat back and looked up at her with that ever present smile.

"Hello Valerie," said Kyubey, "How was your first day as a magical girl?"

"Great!" Valerie said excitedly. She smiled brightly. "Everything just seemed to go my way!"

"It's good that you feel that way. Now, are you ready to hunt for your first witch?" he asked.

The smile slipped off her face like butter to be replaced with an admirable look of determination. Her blue eyes shone with the fire of great resolve. She nodded decisively. "Yes. How do I do it?"

"Witches like places where accidents and disasters are more likely to happen. They spread despair, rage, hatred, and fear. Murders without motive? Witches are probably behind it. To look for them you must hold out your Soul Gem. It will glow brighter when you are close to a witch," the white creature explained to her.

"Okay," Valerie said. She stood up and slipped on her scuffed and muddy shoes. She closed her fist around the red Soul Gem and walked out of her tent. Most people would be going to sleep about now. Kyubey leaped up onto her shoulder and settled there.

"Are you sure that other people can't see you?" she asked him.

"Completely sure," he told her.

"Alright," she replied. She opened her fist and held out her Soul Gem. It simply sat there causing her face to fall. "H-how do I know which way to look?" she asked, crestfallen.

"Are there places that you know that attract lots of deaths?" he asked her.

She furrowed her brow and looked up at the orangey red sky as the sun sank lower and lower behind the hills. "Well…lots of people die in the town square outside the castle. That's where they hold public executions," Valerie said lamely.

"Try there first," he advised her.

"Okay," she replied. She closed her hand around her Soul Gem again and started jogging down the empty dirt path between the tents. She took a right at the edge of the campsite and looked up a winding path that lead up the face of the mountain. This was the path Carmilla had come down yesterday. Was it possible that Carmilla lived in the same castle not far from here?

With a new and different reason for getting close to the castle, Valerie began sprinting up the path. Dirt billowed in clouds around her ankles and her skirt flapped up in accordance with her self made wind. If anyone had been there they would have yelled at her not to let her legs be seen but she was all alone. The air whipped against her face turning her pale cheeks red. She pushed her slender legs harder as the trail climbed steeper and steeper.

"Come on…" she said with gritted teeth, "Almost there…"

With a final burst of energy she crested the top and threw herself forward. She stumbled and lost her balance sending her flying face first into the ground. She groaned and sat up, rubbing her head. During her fall her Soul Gem had rolled out of her hand. It was now glowing more brightly than it had been before.

"We're close!" said Valerie excitedly, scooping it back up into her hands.

"You're right!" Kyubey told her.

Valerie started off at a swift walk toward where she knew the castle was. Now that she thought about it, the castle was not actually far from her circus at all. So why did the King and Queen always complain about what a long and tiring journey it was every time they came to collect taxes? This was probably one of those bizarre things about royalty, Valerie thought. The drawbridge would close at sunset so she had to make good time. The gray walls of stone soon rose out of the darkness. The walls were very high and many archers stood at the turrets ready to kill intruders.

Valerie jogged at a quick pace, her breath coming in short huffs. She pumped her arms to propel herself faster.

"Oi! Aren't you one of them circus brats?" shouted the uncouth drawbridge guard. She tore past him without a second glance. Had becoming a magical girl made her faster? She thought it had.

She snuck a glance at her Soul Gem and had to cover her eyes for how bright it now glowed.

"There!" Kyubey exclaimed.

Valerie skidded to a halt and slammed into a wooden cart. She groaned and staggered back, rubbing her head, but the collision had not hurt as much as she had expected it to. Was that another perk of being a magical girl?

"Where?" she asked Kyubey, slowly rotating on the spot to look for the witch even though she had no idea what a witch looked like.

The cat-like creature pointed his paw toward a small pulsating spot on the castle wall. It flashed between black and bright white and the area around it seemed to be cracking.

"B-but how am I supposed to get up there?" asked Valerie desperately.

"Just wait. When the Grief Seed hatches you'll be sucked up into its labyrinth even though it's high up," Kyubey said.

A nervous laugh escaped her thin lips. "That's all fine and dandy but HOW AM I SUPPOSED TO KILL IT?!" she pleaded in a panicky voice.

"Once you enter the labyrinth, hold out your Soul Gem and simply _want_ to transform into your magical girl self. Based on your wish and personality you will be granted a weapon that is unique to you and your set of abilities. That is what you will use to defeat the witch," he told her in a calm voice.

The spot on the wall started to pulsate faster before the white light expanded out toward her with a great, whooshing noise. Valerie cried out and pressed her forearm over her eyes to block out the light but it pressed into her very mind, filling her brain with the blank whiteness.

She groaned and rubbed her eyes. Somehow, she had fallen to her knees. She looked blearily around what at first was a great cavern. As she squinted into the impending gloom torches sprung up along the walls, illuminating a huge music hall. Rows and rows of scrubbed, wooden benches faced a massive stage with black, velvet curtains drawn back. The ceiling was high and domed with pictures of beautiful angels falling to earth depicted tragically in striking colors. An eerie, mournful tune drifted and echoed through the great hall. Valerie pulled herself to her feet and looked around.

"Is… is this a labyrinth?" she asked Kyubey.

"Yes. This is the labyrinth of Selene the Song Witch," he replied.

At that moment, several musical instruments with arms and legs leapt out of the shadows of the benches. Valerie screamed and jumped backward into another bench.

"WHY IS THAT VIOLIN WALKING?!" she shrieked, half sobbing.

"That's a witch's familiar," Kyubey replied, "It will try to kill you in the name of it's witch master."

The morbid instruments drew closer, looking more and more threatening by the second. The rookie magical girl took a shuddery but deep breath and stood her ground against the familiars. She stuck out her arm and opened her fist to reveal her scarlet Soul Gem. And with all her might and strength she thought, _Turn me into a magical girl!_

Bright, red light surrounded her and her clothes disappeared in a flurry of sparks. Her short, white hair billowed around her head. Her blue eyes fluttered closed as she spun around in the scarlet light. Tall, white, shiny boots stretched up her feet to just below her knees. A bright, blue dress adorned with white lace down the middle of the front and around the skirt. The skirt only brushed the middle of her thighs unlike proper dresses that women wore. The sleeves were long and cut off at her wrists with puffed shoulders. On the sides of her head appeared cones the same shade as her dress. From them hung a sheer, white material that she could completely see through.

Her eyes flew open and the Soul Gem that floated in front of her shone more brightly. Without knowing what she was doing she held out her arm. The gem disappeared in its own light and reappeared on the back of her hand, in a gear shape. All the red light disappeared and Valerie was again standing in the labyrinth but this time she had a flaming whip in her hand. Confidence surged through her slender body and she held up her whip, ready to strike.

She grinned. "Time to face the music, eh?"

With a sharp, diagonal slash she brought her arm across, slicing through the familiars like a knife through butter. The familiars exploded as soon as her whip touched their wood. Valerie pulled her whip back, looking somewhat puzzled.

"D-did I kill them?" she asked, looking around the labyrinth.

Kyubey leaped down from the bench. "Yes. As I suspected, you have amazing potential to be a magical girl."

"How can you tell?" asked Valerie.

"Your weapon only had to touch them barely before they were defeated. Most magical girls have to make their weapons go completely through the familiar before it can be defeated," he told her.

A smile lit up her face. "Wow! So, which way to the witch?" she asked.

"Can you feel any resonations?" asked Kyubey.

"Y-yeah," she said, turning around.

"Follow those resonations!" he told her.

She nodded and closed her eyes. Which place had the strongest resonations? Where…where…where…

"The stage," she whispered.

She took off toward the stage and the music grew louder and louder. There was a small flight of stairs that led up past the curtains. She looked around against the gloom. A twisting corridor stretched out before her with many, many doors. Valerie pressed two fingers to her temple and looked down the hall. As she did so, more familiars began to crawl from the shadows. Valerie swung her whip in a tight circle, slashing through the witch's familiars easily. And then, she stomped her booted foot hard on the ground. Two gears appeared under her feet and shot forward swiftly toward the magic. Valerie laughed aloud and she moved her feet like she was running.

The gears stopped before a door with the word _Selene_ written in cracked and faded letters. The gears disappeared, letting Valerie down to the floor gently. Valerie pushed the door open, ready to face whatever was inside- no matter how dangerous it might be.


	3. Carmilla

Valerie rushed inside, her whip clutched tightly in her hand. The room was much smaller than the music hall outside. Inside was a very tall, spindly woman whose skin was white as snow. She was skeletal and had no visible eyes. Thick, black hair hid most of her face from view and trailed like a macabre bridal veil behind her. A beautiful black lace dress clung tightly to her bony figure. The eerie music began to crescendo as the woman turned to Valerie.

Valerie's face paled and she clutched the whip tightly to her body. In the woman's white fingers she clutched a silver dagger caked in dried blood.

"That's the witch, Valerie!" Kyubey exclaimed.

Valerie stood rooted to the spot, watching the witch glide closer and closer to her. As the witch came closer, something was revealed behind her. A young girl laid on the floor unconscious, her caramel colored hair splayed out.

"Carmilla!" Valerie shouted. She held out her whip and lashed out at the witch. It dodged, sending the fire in the completely wrong direction. Valerie stomped her foot, willing the gears to be there again. They appeared under her feet and the magical girl raced toward the witch.

A swarm of familiars appeared around her, blocking her sight of Selene. They latched onto her arms and legs and tried to pull the gears out from under her.

"Stop!" Valerie cried, struggling against the familiars. She gritted her teeth and jerked her arm upward, slicing through familiars. She swung her whip left and right and cleared the crowd in a burst of multi colored blaze. She shot forward through the smoke toward Selene who was bent over Carmilla.

"NOT SO FAST!" Valerie shouted, bringing her whip high above her head.

Selene brushed her aside, sending her careening into the far wall. Valerie slid down the wall, her eyes fading in and out of focus. She groaned and pulled herself to her hands and knees. Selene wasn't too far away…

Valerie swung out her whip and wound it around Selene's ankle. She pulled it back sharply, forcing the witch to crash to the ground. Valerie scrambled up and jumped onto the witch's back. Selene flipped over, throwing Valerie off. The magical girl pulled herself up again and before the witch could stand up she snaked it around her adversary's neck. Valerie yanked the whip back and relinquished it quickly, readying it for another strike. She leapt upward and brought the whip in a swift, horizontal slash, severing Selene's head. The labyrinth shattered like a stained glass window, leaving Valerie and Carmilla in the dark, dank hallway.

Something clattered to the ground and Valerie looked down. A black sphere with sharp points coming off both ends. An intricate music note had been made with silver metal on it. Valerie stooped to pick it up and held it up to the flickering light.

"What's this?" she asked Kyubey.

"That… is a Grief Seed. It's a witch's egg. But don't worry, it's completely harmless in this form. They're actually quite useful. Look at your Soul Gem. Is its color muddier than before?"

Valerie looked down at her Soul Gem. "Yeah, it is," she said.

"Transform out of your magical girl self and then hold the Grief Seed up to your Soul Gem."

Valerie nodded and willed herself to be a normal girl again. Her beautiful clothes and shoes disappeared to be replaced with her boring, drab, dirty plainclothes. She sighed and somewhat dejectedly held up the Grief Seed to her Soul Gem. The darkness from her Soul Gem was pulled and into the Grief Seed. Valerie's eyes widened. Her Soul Gem was as bright as it had been when she had first gotten it.

"But if that Grief Seed takes any more darkness it'll hatch and a witch will come out," Kyubey warned her.

Valerie tensed. "So what do I do with it now?"

"Toss it in the air!" Kyubey said with his ever present smile.

Looking like she had misgivings about this, Valerie threw the Grief Seed up into the air and watched it make its arc downward. Kyubey leapt up to meet it and-

"Did you just eat that?!"

Kyubey nodded. "Yes."

"But isn't that dangerous?!" Valerie exclaimed.

"Not for me. I'm not human."

Valerie opened her mouth to retort but was cut off by a groan from down the hallway. She turned to see Carmilla waking up. She looked up, her eyes fading in and out of focus.

"Val...er...ie," she said quietly.

Valerie sank to her knees next to Carmilla and took her shoulders gently. "Are you okay?" the white haired girl asked.

The princess slumped onto Valerie's shoulder, unable to support herself. The circus worker lifted Carmilla carefully into her arms. It was quite a feat since Valerie was shorter than Carmilla but with her new magical girl strength she managed.

"Which way is your room?"

"Stairs...up…"

"Okay, upstairs," Valerie replied in an attempt to keep her voice steady and comforting. As far as she knew, Carmilla was not a magical girl. Maybe witch labyrinth's have some strange effect on normal humans. Valerie climbed quietly up the stairs desperately hoping that no guard would discover her. That would not be good. Kyubey trotted along after them and Valerie had to wonder why he was spending so much time with her. There had to be other magical girls, right?

Carmilla raised a slightly shaking hand and pointed at an oak door with iron hinges. "There," she said in her same quiet voice.

Valerie pushed the door in with her scuffed and dirty boot. The inside room was definitely a room fit for a princess. The bed was canopied with pale pink curtains and a golden bed frame. The red light from the setting sun leaked through the domed window and bathed everything in its scarlet glow. Valerie laid Carmilla carefully on the cushioned bed.

"Bye Carmilla," she said softly and turned to go.

"Wait."

Valerie was stopped by a hand around her wrist. She looked over her shoulder at the princess whose dark brown eyes were suddenly alive with determination.

"Don't go," Carmilla pleaded, "You defeated that monster and you saved my life. Are you my guardian angel, Valerie?"

A deep blush settled on Valerie's cheeks. "N-no! I'm a…a magical girl!"

Carmilla smiled weakly. "Stay with me then, magical girl. I don't want you to leave. Please, stay by my side."

Valerie smiled too and sat down on the edge of her friend's bed. "Always."


End file.
